Mr. Graebner has worked on some of the largest and most notable corporate transactions in recent years, including one of the first corporate SPAC IPOs (Compute Health Acquisition Corp.), the first Nordic de-SPAC (Alussa Energy Acquisition Corp. in its merger with FREYR), the first Indian de-SPAC (RMG Acquisition Corp. II in its US$8 billion merger with ReNew Power), and the IPO of Vantage Towers, Europe’s largest telecom IPO in a decade.
Initial Public Offerings and Equity Financing
Mr. Graebner has been involved in a substantial number of IPOs and equity financing transactions, in both the U.S. and Europe, including, more notably:
- Borr Drilling Limited:
- in its U.S. initial public offering of common shares and listing on the New York Stock Exchange; and
- in connection with a US$30 million offering of depositary receipts and related amendments to certain of its financing agreements with secured lenders of multiple debt facilities representing more than US$1.5 billion of debt, and a related US$30 million offering of depositary receipts;
- Marine Harvest ASA in its listing on the NYSE;
- Bank of America, Morgan Stanley and UBS in the €2.3 billion IPO of ordinary shares of Vantage Towers AG on the Frankfurt Stock Exchange;
- DNA Oyj in its listing of ordinary shares on the Nasdaq Helsinki Stock Exchange and €474 million initial public offering;
- HellermannTyton Finance PLC in its IPO on the London Stock Exchange;
- Atlantica Sustainable Infrastructure plc in its US$300 million equity financing through an SEC-registered offering of ordinary shares and a concurrent private placement;
- LetterOne Holdings S.A. in a US$215 million secondary offering of shares of Turkcell Iletisim Hizmetleri A.S.;
- Globalworth Real Estate Investments Limited in multiple offerings of common shares on the London Stock Exchange totaling over €500 million;
- Banco Comercial Português, S.A. in its €1.33 billion rights offering;
- Cineworld Group PLC in its rights offering in connection with its US$5.9 billion acquisition of Regal Entertainment Group;
- Fabbrica Italiana Lapis e Affini S.p.A. in its €100 million rights offering;
- a shareholder in BenevolentAI in connection with its fourth round of equity fundraising;
- Goldman Sachs International as placing agent in a US$56 million fundraising for G-Loot Global Esports AB; and
- Wolt Enterprises Oy in its €350 million primary and €105 million secondary round of financing. The financing valued Wolt at €3 billion on a pre-money basis.
SPAC IPOs, De-SPAC PIPEs and Other SPAC-Related Transactions
Mr. Graebner also represents SPACs, potential partners and underwriters, notably including:
- RMG Acquisition Corp. II in its US$345 million initial public offering of units consisting of one Class A ordinary share and one-quarter of one redeemable variant;
- Compute Health Acquisition Corp. in its US$863 million initial public offering of units consisting of one share of Class A common stock and one-fourth of one redeemable warrant;
- Tech and Energy Transition Corporation in its US$385 million initial public offering of units consisting of one Class A ordinary share and one-third of one redeemable warrant;
- RMG Acquisition Corporation II in its merger with ReNew Power Private Limited. As a result of the merger, ReNew Power will become a publicly traded company;
- SDCL EDGE Acquisition Corporation in its proposed US$250 million initial public offering of units consisting of one Class A ordinary share and one-third of one redeemable warrant; and
- Alussa Energy Acquisition Corp. in its merger with FREYR AS, the first-ever Nordic de-SPAC and $600 million PIPE. As a result of the merger, FREYR will become a publicly traded company.
Acquisition and Other Transaction Financing
Mr. Graebner regularly represents clients on debt financing transactions, as well as other securities aspects of mergers and acquisitions transactions, including, more notably:
- Atlantica Sustainable Infrastructure plc in its US$100 million offering of 4.00% green exchangeable senior notes due 2025, issuance of senior secured notes and SEC filings;
- Barclays Bank PLC, HSBC Bank plc and J.P. Morgan Securities plc as lead underwriter in the Republic of Italy’s offering of US$7 billion of fixed rate global notes with maturities of five, 10 and 30 years registered under Schedule B of the U.S. Securities Act;
- HSBC Securities Inc. and HSBC Bank plc as lead underwriter in multiple debt offerings by HSBC Holdings plc, raising in aggregate in excess of US$50 billion;
- Adevinta ASA in its €1.060 billion Rule 144A/Regulation S high-yield offering of senior secured notes in two tranches: €660 million of 2.625% senior secured notes due 2025 and €400 million of 3.000% senior secured notes due 2027, and a new senior secured Term Loan B facility consisting of a €900 million tranche and a US$506 million tranche, and a €450 million multi-currency revolving credit facility;
- Stevanato Group S.p.A. in its €50 million private placement of 1.40% senior Series A notes due 2028;
- Reichhold, Inc. in connection with a €625 million “unitranche” facility for the financing of its merger with Polynt Group sarl;
- International Paper Company in its proposed, but terminated, US$10.7 billion acquisition of Smurfit Kappa Group plc;
- DSV A/S in its acquisition of SEC-registrant UTi Worldwide Inc. for US$1.3 billion;
- Nokia Corporation in its acquisition of SEC-registrant Alcatel-Lucent in an all-share offer valuing Alcatel-Lucent at US$17 billion; and
- Merck KGaA in its acquisition of SEC-registrant Sigma-Aldrich Corporation for US$17 billion.
He also has advised QIWI plc, Vantiv, Inc., Royal Caribbean Cruises Ltd., Kenon Holdings Ltd., Luxoft Holdings, Inc. and BHP Billiton in connection with U.S. securities law matters.
Mr. Graebner was on secondment for six months to Goldman Sachs’ Investment Banking Division Legal team in London from 2016 to 2017.